EXHIBIT 10.8

THIS  SECURED  DEBENTURE,  AND  THE  SECURITIES  INTO  WHICH  IT  IS CONVERTIBLE
(COLLECTIVELY,  THE  "SECURITIES"),  HAVE  NOT  BEEN  REGISTERED WITH THE UNITED
                      ----------
STATES  SECURITIES  AND  EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE.  THE  SECURITIES  ARE  BEING  OFFERED  PURSUANT  TO  A  SAFE  HARBOR FROM
REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE "ACT").  THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR
               ---                         ----------
SOLD  UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION
D  OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT  AND  THE  COMPANY  WILL  BE  PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION  AS  IT  MAY  REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE.  FURTHER  HEDGING  TRANSACTIONS  INVOLVING  THE SECURITIES MAY NOT BE
MADE  EXCEPT  IN  COMPLIANCE  WITH  THE  ACT.


                                SECURED DEBENTURE

                      INTREPID TECHNOLOGY & RESOURCES, INC.

                        5% SECURED CONVERTIBLE DEBENTURE

                                OCTOBER 13, 2007

No.  ___                                                              US$450,000

     This Secured Debenture (the "Debenture") is issued on October 13, 2004 (the
                                  ---------
"Closing  Date")  by Intrepid Technology & Resources, Inc., an Idaho corporation
 -------------
(the  "Company"),  to  Cornell Capital Partners, LP (together with its permitted
       -------
successors  and  assigns, the "Holder") pursuant to exemptions from registration
                               ------
under the Securities Act of 1933, as amended.

                                   ARTICLE I.

     Section  1.01     PRINCIPAL  AND INTEREST.  For value received, the Company
                       -----------------------
hereby  promises to pay to the order of the Holder on October 13, 2005 in lawful
money  of  the  United  States of America and in immediately available funds the
principal sum of Four Hundred Fifty Thousand U.S. Dollars (US$450,000), together
with  interest  on  the  unpaid  principal of this Debenture at the rate of five
percent  (5%)  per  year (computed on the basis of a 365-day year and the actual
days  elapsed)  from  the  date  of this Debenture until paid.  At the Company's
option, the entire principal amount and all accrued interest shall be either (a)
paid  to  the Holder on the third (3rd) year anniversary from the date hereof or
(b)  converted  in  accordance  with  Section  1.02


<PAGE>
herein  provided,  however,  that  in  no  event shall the Holder be entitled to
convert  this Debenture for a number of shares of Common Stock in excess of that
number  of  shares of Common Stock which, upon giving effect to such conversion,
would cause the aggregate number of shares of Common Stock beneficially owned by
the  Holder  and its affiliates to exceed 4.99% of the outstanding shares of the
Common  Stock  following  such  conversion.

     Section  1.02     OPTIONAL  CONVERSION.  The  Holder  is  entitled,  at its
                       --------------------
option, to convert, and sell on the same day, at any time and from time to time,
until payment in full of this Debenture, all or any part of the principal amount
of  the  Debenture, plus accrued interest, into shares (the "Conversion Shares")
                                                             -----------------
of the Company's common stock, par value US$0.005 per share ("Common Stock"), at
                                                              ------------
the  price  per  share  (the  "Conversion  Price") equal to the lesser of (a) an
                               -----------------
amount equal to one hundred twenty percent (120%) of the volume weighted average
price  (the  "VWAP")  of  the  Common  Stock as listed on a Principal Market (as
              ----
defined  herein),  as  quoted by Bloomberg L.P. (the "Fixed Price"), on the date
                                                      -----------
hereof,  or  (b)  an amount equal to eighty  percent (80%) of the average of the
three  (3)  lowest  VWAPs of the Company's Common Stock, as quoted by Bloomberg,
LP,  for the five (5) trading days immediately preceding the Conversion Date (as
defined  herein).  Subparagraphs  (a) and (b) above are individually referred to
as  a  "Conversion  Price".  As  used  herein, "Principal Market" shall mean The
        -----------------                       ----------------
National  Association  of  Securities  Dealers  Inc.'s Over-The-Counter Bulletin
Board,  Nasdaq SmallCap Market, or American Stock Exchange.  If the Common Stock
is not traded on a Principal Market, the Closing Bid Price and/or the VWAP shall
mean,  the  reported  Closing  Bid  Price  or  the VWAP for the Common Stock, as
furnished  by  the  National  Association  of  Securities Dealers, Inc., for the
applicable  periods.  No  fraction  of shares or scrip representing fractions of
shares  will be issued on conversion, but the number of shares issuable shall be
rounded  to  the  nearest  whole  share.  To  convert this Debenture, the Holder
hereof  shall  deliver  written  notice  thereof,  substantially  in the form of
Exhibit  "A"  to  this  Debenture,  with appropriate insertions (the "Conversion
                                                                      ----------
Notice"),  to  the  Company  at  its address as set forth herein.  The date upon
------
which  the conversion shall be effective (the "Conversion Date") shall be deemed
                                               ---------------
to be the date set forth in the Conversion Notice.

     Section  1.03     RESERVATION  OF  COMMON STOCK.  The Company shall reserve
                       -----------------------------
and  keep  available  out of its authorized but unissued shares of Common Stock,
solely  for  the  purpose  of  effecting  the conversion of this Debenture, such
number  of  shares  of  Common Stock as shall from time to time be sufficient to
effect  such  conversion,  based  upon the Conversion Price.  If at any time the
Company  does  not  have a sufficient number of Conversion Shares authorized and
available,  then  the  Company  shall  call  and  hold  a special meeting of its
stockholders  within  thirty  (30)  days  of  that  time for the sole purpose of
increasing  the  number  of  authorized  shares  of  Common  Stock.

     Section 1.04     RIGHT OF REDEMPTION.  The Company at its option shall have
                      -------------------
the  right  to  redeem, with three (3) business days advance written notice (the
"Redemption  Notice"),  a portion or all outstanding convertible debenture.  The
 ------------------
redemption  price  shall  be  one  hundred  twenty  percent (120%) of the amount
redeemed  plus  accrued  interest.

     In  the event the Company exercises a redemption of either all or a portion
the  Convertible Debenture, the Holder shall receive a warrant to purchase fifty
thousand  (50,000)  shares  of  the Company's Common Stock for every One Hundred
Thousand  U.S.  Dollars  (US$100,000)


                                        2
<PAGE>
redeemed,  pro rata (the "Warrant"). The Warrant shall be exercisable on a "cash
                          -------
basis"  and have an exercise price equal to the Fixed Price (as defined herein).
The  Warrant  shall  have  "piggy-back" and demand registration rights and shall
survive  for  two  (2)  years  from  the  Closing  Date.

     Section 1.05     REGISTRATION RIGHTS.  The Company is obligated to register
                      -------------------
the  resale  of  the  Conversion  Shares  under  the  Securities Act of 1933, as
amended,  pursuant  to the terms of a Registration Rights Agreement, between the
Company  and the Holder of even date herewith (the "Investor Registration Rights
                                                    ----------------------------
Agreement").
---------

     Section  1.06     INTEREST  PAYMENTS.  The interest so payable will be paid
                       ------------------
at the time of maturity or conversion to the person in whose name this Debenture
is  registered.  At  the  time such interest is payable, the Holder, in its sole
discretion,  may  elect  to  receive  the interest in cash (via wire transfer or
certified  funds)  or  in the form of Common Stock.  In the event of default, as
described  in  Article III Section 3.01 hereunder, the Holder may elect that the
interest  be  paid in cash (via wire transfer or certified funds) or in the form
of Common Stock.  If paid in the form of Common Stock, the amount of stock to be
issued  will  be  calculated  as  follows:  the  value of the stock shall be the
Closing  Bid Price on:  (i) the date the interest payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made.  A
number  of  shares  of Common Stock with a value equal to the amount of interest
due  shall  be  issued.  No  fractional shares will be issued; therefore, in the
event  that  the  value  of  the Common Stock per share does not equal the total
interest  due,  the  Company  will  pay  the  balance  in  cash.

     Section  1.07     PAYING  AGENT AND REGISTRAR.  Initially, the Company will
                       ---------------------------
act  as  paying  agent  and registrar.  The Company may change any paying agent,
registrar,  or  Company-registrar  by  giving  the Holder not less than ten (10)
business  days'  written  notice  of its election to do so, specifying the name,
address, telephone number and facsimile number of the paying agent or registrar.
The  Company  may  act  in  any  such  capacity.

     Section 1.08     SECURED NATURE OF DEBENTURE.  This Debenture is secured by
                      ---------------------------
all  of  the assets and property of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"Security  Agreement").  As  set  forth  in  the  Security  Agreement,  Holder's
 -------------------
security  interest shall terminate upon the occurrence of an Expiration Event as
defined  in  the  Security  Agreement.

                                   ARTICLE II.

     Section  2.01     AMENDMENTS  AND WAIVER OF DEFAULT.  The Debenture may not
                       ---------------------------------
be  amended.  Notwithstanding  the above, without the consent of the Holder, the
Debenture  may  be amended to cure any ambiguity, defect or inconsistency, or to
provide  for  assumption  of  the  Company  obligations  to  the  Holder.

                                  ARTICLE III.

     Section  3.01     EVENTS  OF  DEFAULT.  An  Event  of Default is defined as
                       -------------------
follows:  (a) failure by the Company to pay amounts due hereunder within fifteen
(15)  days of the date of maturity of this Debenture; (b) failure by the Company
to comply with the terms of the Irrevocable Transfer Agent Instructions attached
to  the  Securities  Purchase  Agreement;  (c) failure by the Company's transfer
agent  to issue freely tradeable Common Stock to the Holder within five (5) days


                                        3
<PAGE>
of  the  Company's receipt of the attached Notice of Conversion from Holder; (d)
failure  by  the Company for ten (10) days after notice to it to comply with any
of  its  other  agreements  in  the  Debenture;  (e)  events  of  bankruptcy  or
insolvency;  (f) a breach by the Company of its obligations under the Securities
Purchase  Agreement  or  the Investor Registration Rights Agreement which is not
cured  by  the  Company  within  ten  (10)  days after receipt of written notice
thereof. Upon the occurrence of an Event of Default, the Holder may, in its sole
discretion,  accelerate full repayment of all debentures outstanding and accrued
interest  thereon  or  may,  notwithstanding  any  limitations contained in this
Debenture and/or the Securities Purchase Agreement dated the date hereof between
the  Company  and  Cornell  Capital  Partners,  L.P.  (the  "Securities Purchase
                                                             -------------------
Agreement"),  convert  all  debentures  outstanding and accrued interest thereon
---------
into shares of Common Stock pursuant to Section 1.02 herein.

     Section  3.02     FAILURE  TO ISSUE UNRESTRICTED COMMON STOCK. As indicated
                       -------------------------------------------
in  Article  III  Section 3.01, a breach by the Company of its obligations under
the  Investor Registration Rights Agreement shall be deemed an Event of Default,
which  if not cured within ten (10) days, shall entitle the Holder to accelerate
full  repayment  of  all debentures outstanding and accrued interest thereon or,
notwithstanding  any  limitations  contained  in  this  Debenture  and/or  the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest  thereon  into  shares of Common Stock pursuant to Section 1.02 herein.
The  Company  acknowledges  that  failure  to honor a Notice of Conversion shall
cause  irreparable  harm  to  the  Holder.

                                   ARTICLE IV.

     Section  4.01     RIGHTS AND TERMS OF CONVERSION.  This Debenture, in whole
                       ------------------------------
or in part, may be converted at any time following the Closing Date, into shares
of Common Stock at a price equal to the Conversion Price as described in Section
1.02  above.

     Section  4.02     RE-ISSUANCE  OF  DEBENTURE.  When  the  Holder  elects to
                       --------------------------
convert  a part of the Debenture, then the Company shall reissue a new Debenture
in  the  same  form  as  this  Debenture  to  reflect  the new principal amount.

     Section  4.03     TERMINATION  OF CONVERSION RIGHTS.  The Holder's right to
                       ---------------------------------
convert  the  Debenture  into the Common Stock in accordance with paragraph 4.01
shall  terminate  on  the date that is the third (3rd) year anniversary from the
date  hereof and this Debenture shall be automatically converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

     Section 5.01     ANTI-DILUTION.  In the event that the Company shall at any
                      -------------
time  subdivide  the  outstanding shares of Common Stock, or shall issue a stock
dividend  on  the  outstanding  Common  Stock,  the  Conversion  Price in effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine  the  outstanding shares of Common Stock, the Conversion Price in effect
immediately  prior  to  such  combination  shall  be  proportionately increased,
effective  at the close of business on the date of such subdivision, dividend or
combination  as  the  case  may  be.


                                        4
<PAGE>
     Section 5.02     CONSENT  OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY
                      ----------------------------------------------------------
INTERESTS.  Except  for the Standby Equity Distribution Agreement dated the date
---------
hereof  between  the Company and Cornell Capital Partners, LP, so long as any of
the  principal  of or interest on this Debenture remains unpaid and unconverted,
the  Company  shall  not, without the prior consent of the Holder, issue or sell
(i)  any  Common  Stock  or  Preferred  Stock  without  consideration  or  for a
consideration  per  share less than its fair market value determined immediately
prior  to its issuance, (ii) issue or sell any Preferred Stock, warrant, option,
right,  contract,  call,  or  other  security  or instrument granting the holder
thereof  the  right  to  acquire  Common  Stock  without  consideration or for a
consideration  per  share  less  than  such  Common  Stock's  fair  market value
determined  immediately  prior  to  its  issuance, (iii) enter into any security
instrument  granting  the holder a security interest in any of the assets of the
Company,  or  (iv)  file  any  registration  statement  on  Form  S-8.

                                   ARTICLE VI.

     Section 6.01     NOTICE.  Notices regarding this Debenture shall be sent to
                      ------
the  parties  at  the  following  addresses,  unless  a party notifies the other
parties,  in  writing,  of  a  change  of  address:

If to the Company, to:          Intrepid Technology & Resources, Inc.
                                501 West Broadway - Suite 200
                                Idaho Falls, ID 83402
                                Attention:  Dr. Dennis D. Keiser
                                Telephone:  (208) 529-5337
                                Facsimile:  (208) 529-1014

With a copy to:                 Kirkpatrick & Lockhart LLP
                                201 South Biscayne Boulevard - Suite 2000
                                Miami, FL  33131-2399
                                Attention:  Clayton E. Parker, Esq.
                                Telephone:  (305) 539-3300
                                Facsimile:  (305) 358-7095

If to the Holder:               Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ  07303
                                Telephone:  (201) 985-8300
                                Facsimile:  (201) 985-8266

With a copy to:                 David Gonzalez, Esq.
                                101 Hudson Street - Suite 3700
                                Jersey City, NJ 07302
                                Telephone:  (201) 985-8300
                                Facsimile:  (201) 985-8266


                                        5
<PAGE>
     Section  6.02     GOVERNING LAW.  This Debenture shall be deemed to be made
                       -------------
under  and  shall  be  construed in accordance with the laws of the State of New
Jersey  without  giving  effect  to  the principals of conflict of laws thereof.
Each  of  the  parties  consents  to the jurisdiction of the U.S. District Court
sitting  in  the  District of the State of New Jersey or the state courts of the
State  of New Jersey sitting in Hudson County, New Jersey in connection with any
dispute  arising  under  this Debenture and hereby waives, to the maximum extent
permitted  by  law,  any  objection,  including any objection based on forum non
                                                                       ----- ---
conveniens  to  the  bringing  of  any  such  proceeding  in such jurisdictions.
----------

     Section  6.03     SEVERABILITY.  The invalidity of any of the provisions of
                       ------------
this  Debenture  shall  not  invalidate  or  otherwise  affect  any of the other
provisions  of  this  Debenture,  which  shall  remain in full force and effect.

     Section  6.04     ENTIRE  AGREEMENT  AND  AMENDMENTS.  This  Debenture
                       ----------------------------------
represents  the  entire agreement between the parties hereto with respect to the
subject  matter  hereof  and  there  are  no  representations,  warranties  or
commitments,  except as set forth herein.  This Debenture may be amended only by
an  instrument  in  writing  executed  by  the  parties  hereto.

     Section  6.05     COUNTERPARTS.  This Debenture may be executed in multiple
                       ------------
counterparts,  each  of  which  shall  be an original, but all of which shall be
deemed  to  constitute  on  instrument.

     IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Company
as executed this Debenture as of the date first written above.

                                    INTREPID TECHNOLOGY & RESOURCES, INC.

                                    By: /s/ Dr. Dennis D. Keiser
                                        ------------------------
                                    Name:  Dr. Dennis D. Keiser
                                    Title: President & CEO


                                        6
<PAGE>
                                   EXHIBIT "A"
                                   -----------

                              NOTICE OF CONVERSION
                              --------------------

        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)


TO:


     The  undersigned  hereby irrevocably elects to convert US$_________________
of  the  principal  amount of the above Debenture into Shares of Common Stock of
Intrepid  Technology  &  Resources,  Inc.,  according  to  the conditions stated
therein,  as  of  the  Conversion  Date  written  below.


CONVERSION DATE:
                               -------------------------------------------------

APPLICABLE CONVERSION PRICE:
                               -------------------------------------------------

SIGNATURE:
                               -------------------------------------------------

NAME:
                               -------------------------------------------------

ADDRESS:
                               -------------------------------------------------

AMOUNT TO BE CONVERTED:        US$
                                  ----------------------------------------------

AMOUNT OF DEBENTURE
UNCONVERTED:                   US$
                                  ----------------------------------------------

CONVERSION PRICE PER SHARE:    US$
                                  ----------------------------------------------

NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                               -------------------------------------------------

PLEASE ISSUE THE SHARES OF
COMMON STOCK IN THE FOLLOWING
NAME AND TO THE FOLLOWING
ADDRESS:
                               -------------------------------------------------

ISSUE TO:
                               -------------------------------------------------

AUTHORIZED SIGNATURE:
                               -------------------------------------------------

NAME:
                               -------------------------------------------------

TITLE:
                               -------------------------------------------------

PHONE NUMBER:
                               -------------------------------------------------

BROKER DTC PARTICIPANT CODE:
                               -------------------------------------------------

ACCOUNT NUMBER:
                               -------------------------------------------------


                                      A-1
<PAGE>